Nigeria: Towards A Legal Framework For The Development Of E-Commerce In Nigeria: Issues & Prospects

Last Updated: 19 February 2014
Article by Perchstone & Graeys

Article by El-Shaddai Ikeh

Armed with technology, new models of commercial interaction are developing as business and consumers participate in an increasingly virtual or electronic market place and reap its attendant benefits. New technology has made it possible to pay for goods and services over the internet and in many instances, displace the need to handle physical cash.

However, the emergence of electronic commerce as a result of the development of the internet has brought with it a number of legal and socio-economic issues. Despite its promise, the problem is that the internet lacks the clear and fixed geographic lines of transit that traditionally characterize the physical trade in goods and services. It is against this background that we must attempt here to provide an overview of the regulatory frame-work, legal issues and prospects in the development of electronic commerce in Nigeria. Nigeria is transforming itself in the information and computer technology, its laws are yet to march apace with this transition. Not only should the laws be applicable to innovations in e-commerce, they should also be on par with and sensitive to the legal development in electronic transactions and consumer protection.

Electronic commerce broadly refers to commercial activities based upon the processing and transacting of digitized data, including text, sound and visual images, which ultimately results to an ex-change of value across telecommunications networks. It is commonly perceived as the buying and selling of products or services over electronic systems such as the internet and other computer networks; products are marketed, advertised, sold, paid for and delivered through services of a website via the internet. In appraising its relevance, e-commerce reduces cost associated with marketing, customer care and burden of an infrastructure to conduct business, thus raising the amount of funds available for profit investment. E-commerce has reshaped the foundations of trade and has brought many advantages to individuals and corporate entities. More goods and services are being bought and sold online on a daily basis. In fact some goods and services are bought and sold virtually online without any physical or tangible equivalent. Presently, there are a number of well known Nigerian internet retailing companies who appear to be thriving in the new cyber market.

The key distinguishing feature between e-commerce and other commercial transactions is the electronic element. With the development of information technologies as alternatives to paper based businesses, new types of contracts and goods were created such as virtual goods, digital contracts, online transactions etc. As a result, certain considerations lost their relevance such as the medium of the transaction or the geographic location of the parties. It also raised unsettling implications for tax, conflict of law, etc. In spite of the wide difference between online and offline transactions, the basic idea of contracts apply equally to both. What is needed is an adaption of laws governing commerce to accommodate electronic/internet infrastructure.

But e-commerce requires confidence and trust; the satisfaction that transmitted orders or invoices have not been altered and emanate from whoever they appear to be from. There is need for a guaranteed level of privacy/confidentiality with respect to information. In an electronic transaction (not being paper based), the original of a data message is almost indistinguishable from a copy and bears no handwritten signature. This increases the incidence of fraud due to the relative ease in distorting or altering electronic information without being detected. There is also the evidential issue as to the admissibility of such electronic information in a court, although sections 34 and 84 of the Evidence Act, 2011 (relating to the authenticity & admissibility of electronic evidence), seem to provide a good working framework in this regard.

Many businesses and consumers are wary of conducting extensive business over the internet sequel to the lack of a predictable legal environment governing electronic transactions in Nigeria. This is particularly so for international commercial activities where concerns about enforcement of contracts, data protection, privacy, security and other matters have lingered on, resulting to a consequent decline in large scale electronic business transactions. To this extent, our existing legal framework must work with such adaptations as to give due effect and recognition to the rather new concepts of data messages, digital signature, authentication, amongst other terms associated with electronic transactions in Nigeria. The absence of the traditional physical medium in e-commerce necessitates the adaptation of our existing legal framework to satisfy the requirements of known legal concepts as "instruments", "signature", and "delivery" that are predicated on the use of a tangible (paper based) medium and geographical location.

It has been suggested that the greatest challenge to admissibility of electronic evidence under the old Evidence Act related to the definition of the word 'document' under the Act. The issue was whether the definition was wide enough to accommodate stored representation records such as PDF copies, emails, email logs etc. The provision restricted the definition of 'document' to paper-based materials, typically expressed in words and figures. However, the position is different now as the new Evidence Act, 2011 defines documents to include any device by means of which information is recorded, stored or retrievable including computer output.

The clear purpose of making such adaptations to our existing laws is to offer a means by which some or all the functions attributed to commerce in the paper-based medium can be validly performed in an electronic environment with the aim of promoting electronic businesses in Nigeria. Since the primary vehicle for e-commerce is the internet and information technology, the Nigeria legal framework should be adapted to address both the commercial aspect of the transaction and its corollary technological issues. However, our statutes (written in somewhat archaic language), continues to require conditions as to a written note and signing in respect of contracts.

Two central issues in e-commerce contracts are documentation and signature. There are a number of specific statutory requirements that certain contracts be evidenced in writing, and which also require a signature. For example, Section 4 of the Statute of Fraud, 1677 states that proceedings to enforce a contract for sale of land can only be brought where the contract or some memorandum or note of it, is in writing and signed by the person against whom the action is brought or that person's authorized agent. The courts have also held in a number of cases that an unsigned document is a worthless document. However, electronic commerce presents some peculiarities in this regards.

A first issue may be formulated as whether the use of emails may suffice as contracts in writing within the meaning of the Statute of Fraud and our various legislations on the subject; and secondly, whether an electronic mark will constitute a valid signature for the purpose of executing a contract.

With respect to the foregoing, one is generally inclined to interpret electronic signatures or marks in emails as sufficient to satisfy the traditional requirements of writing and execution. By section 93(2)(3), Evidence Act 2011, an electronic signature in relation to a data message conveniently satisfies any requirement for a handwritten signature in so far as it sufficiently identifies an electronic record to the individual. The provision of Article 7 of the UNCITRAL model law on E-commerce 1996 is equally trite on this issue. Thus, for the purpose of establishing proof of electronic signature, the use of passwords, identification, user-names etc may suffice. Hence, one may safely posit that electronic signatures for the purpose of execution are admissible in evidence provided it is certified and incorporated in an electronic communication in the course of an e-transaction.

Remarkable strides at the regulation of e-commerce in Nigeria are still at the stage of draft Bills before the legislative houses. Some relevant Bills before the National Assembly are the Security & Information Protection Bill of 2010, Electronic Transactions Protection Bill of 2010 and the Electric Commerce (Provision of Legal Recognition) Bill, 2008 which is modeled after the UNCITRAL model law on e-commerce 1996.

There is a need to assure Nigerians of the authenticity, reliability and legality of electronic transactions. Public confidence in electronic transactions must be boosted and those entering into such transactions must be assured that the law will not discriminate against the sanctity of their agreements merely because it is in electronic form. This mandates an enabling legal environment on principal and ancillary issues surrounding electronic commerce or transactions. The Government should also go beyond creating laws, to activate utilization of electronic delivery platforms in its commercial interactions and for the delivery of government services.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions